Financial Statements of AUDI AG As at December 31, 2008 Balance Sheet of AUDI AG

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Financial Statements of AUDI AG as at December 31, 2008 Balance Sheet of AUDI AG

ASSETS EUR million Notes Dec. 31, 2008 Dec. 31, 2007

Fixed assets 6,047 5,494 Intangible assets 1 201 190 Property, plant and equipment 2 4,064 3,682 Long-term investments 3 1,782 1,622

Current assets 10,267 9,618 Inventories 4 1,584 1,324 Receivables and other assets 5 7,766 6,852 Other securities 6 819 1,341 Cash on hand and balances with banks 98 101

Deferred charges 6 4

Balance sheet total 16,320 15,116

LIABILITIES EUR million Notes Dec. 31, 2008 Dec. 31, 2007

Equity 3,144 2,438 Issued capital 7 110 110 Capital reserve 8 1,617 911 Retained earnings 9 1,417 1,417

Special items with an equity portion 10 11 11

Provisions 11 7,870 7,071

Liabilities 12 5,295 5,596

Balance sheet total 16,320 15,116

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Income Statement of AUDI AG

EUR million Notes 2008 2007 Financial Statements of AUDI AG Revenue 13 28,303 27,693 268 Balance Sheet of AUDI AG 269 Income Statement of AUDI AG Cost of sales 14 – 25,242 – 24,423 Gross profit 3,061 3,270 Notes to the Financial Statements of AUDI AG

270 Development of fixed assets Distribution costs 15 – 2,336 – 1,826 in the 2008 fiscal year Administrative expenses – 154 – 138 272 General comments on Other operating income 16 1,684 1,376 the Balance Sheet and Income Statement Other operating expenses 17 – 771 – 384 272 Notes to the Balance Sheet Investment result 18 388 264 276 Notes to the Income Statement Net interest 19 274 89 279 Other particulars Depreciation of long-term investments and marketable securities 20 – 115 – 45 Profit from ordinary business activities 2,031 2,606

Income tax expense 21 – 801 – 1,194

Profit transferred under a profit transfer agreement 22 – 1,230 – 1,412

Net profit for the year – –

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Notes to the Financial Statements

DEVELOPMENT OF FIXED ASSETS IN THE 2008 FISCAL YEAR

EUR million Gross carrying amounts

Costs Costs Jan. 1, 2008 Additions Transfers Disposals Dec. 31, 2008

Intangible assets 376 76 1 51 402 Concessions, industrial property rights and similar rights and values, as well as licenses thereto 376 76 1 51 402

Property, plant and equipment 14,605 1,486 – 1 398 15,692 Land, land rights and buildings, including buildings on land owned by others 2,931 117 47 43 3,052 Plant and machinery 3,068 165 49 107 3,175

Other plant and office equipment 8,281 842 168 244 9,047

Payments on account and assets under construction 325 362 – 265 4 418

Long-term investments 1,781 193 – 121 1,853 Investments in affiliated companies 1,307 68 – 117 1,258 Loans advanced to affiliated companies 28 30 – 0 58 Participating interests 74 0 – 0 74 Investment securities 371 93 – 4 460 Other loans advanced 1 2 – 0 3

Total fixed assets 16,762 1,755 – 570 17,947

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Reductions in gross carrying amounts Carrying amounts

Cumulative Cumulative Depreciation depreciation depreciation and and and amortization amortization amortization Jan. 1, 2008 for current year Transfers Disposals Write-ups Dec. 31, 2008 Dec. 31, 2008 Dec. 31, 2007

186 66 0 51 – 201 201 190

10,923 1,091 0 386 – 11,628 4,064 3,682

1,745 92 0 40 – 1,797 1,255 1,186 2,492 248 0 106 – 2,634 541 576

6,686 751 0 240 – 7,197 1,850 1,595 – – – – – – 418 325

159 30 – 118 0 71 1,782 1,622 157 20 – 118 – 59 1,199 1,150 0 – – – 0 0 58 28 2 – – – – 2 72 72 – 10 – – – 10 450 371 0 – – – 0 0 3 1

11,268 1,187 – 555 0 11,900 6,047 5,494

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GENERAL COMMENTS ON THE BALANCE SHEET AND INCOME STATEMENT

For the sake of greater clarity and visibility, certain individual items in the Balance Sheet and Income Statement have been combined. These items are presented separately in the Notes to the Financial Statements. The Income Statement has been prepared in accordance with the cost of sales method. The accounting, measurement, recognition and currency translation methods used in 2007 have essentially been retained. The list of companies in which shares are held is prepared separately and can be consulted on the Audi website under www.audi.com/subsidiaries or www.unternehmensregister.de. This list can additionally be requested directly from AUDI AG, Financial Communication/ Financial Analysis, I/FF-12, 85045 Ingolstadt, Germany.

NOTES TO THE BALANCE SHEET

1 Intangible assets Intangible assets comprise purchased development services, computer software and licenses to such rights and values, as well as subsidies paid.

Measurement principles Intangible assets are recognized at cost of purchase and amortized pro rata temporis in accordance with their useful lives.

2 Property, plant and equipment

EUR million Dec. 31, 2008 Dec. 31, 2007 Land, land rights and buildings, including buildings on land owned by others 1,255 1,186 Plant and machinery 541 576 Other plant and office equipment 1,850 1,595 Payments on account and assets under construction 418 325 Total 4,064 3,682

Measurement principles Property, plant and equipment are measured at cost of purchase or cost of construction, less depreciation. The costs of purchase include the purchase price, ancillary costs and cost reductions. Property, plant and equipment paid for in foreign currency is translated at the mean of the buying and selling rate on the invoice date. In the case of self-constructed fixed assets, in addition to the directly attributable cost of materials and personnel costs, cost of construction also comprises the material overheads and production overheads that must be capitalized for tax purposes, including pro rata depreciation. Interest on borrowings is not included. Scheduled depreciation on property, plant and equipment is applied using either the straight- line method or – to the extent permissible under tax law – the declining balance method. A scheduled changeover is made from the declining balance method to the straight-line method as soon as the latter produces higher levels of depreciation. Depreciation of depreciable assets is generally dated from the time of their acquisition or completion.

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Our depreciation plan is based on the following estimates of useful lives permissible under Financial Statements tax laws: of AUDI AG 268 Balance Sheet of AUDI AG 269 Income Statement of AUDI AG Useful life Buildings (excluding plant fixtures) 25–33 years Notes to the Financial Statements of AUDI AG Plant fixtures 8–30 years 270 Development of fixed assets Production machinery 5–14 years in the 2008 fiscal year Other plant and office equipment, including special tools, jigs and fixtures 3–10 years 272 General comments on the Balance Sheet and Income Statement 272 Notes to the Balance Sheet Fixed business assets of minor value are measured according to Section 6, Para. 2 and 2a of 276 Notes to the the German Income Tax Act. Income Statement 279 Other particulars Full use is made of opportunities for special depreciation for tax purposes. Due to the elimination of the declining balance method of depreciation by the Tax Amendment Act of 2008, additions to movable assets are depreciated under commercial law using the straight-line method as of January 1, 2008. Variances by comparison with depreciation under commercial law resulting from higher deductions under Section 7d of the German Income Tax Act (environmental protection), as well as from accelerated depreciation under Section 82d of the German Income Tax Directive (research and development) and pursuant to Section 6b of the German Income Tax Act (transfer of capital gains) are presented under special items with an equity portion.

3 Long-term investments

EUR million Dec. 31, 2008 Dec. 31, 2007 Investments in affiliated companies 1,199 1,150 Loans advanced to affiliated companies 58 28 Participating interests 72 72 Investment securities 450 371 Other loans advanced 3 1 Total 1,782 1,622

The change in investments in affiliated companies stems mainly from additions of companies and from capital increases. There was an unscheduled reduction for impairment to the lower fair value of one domestic company amounting to EUR 20 (39) million. The increase in loans advanced to affiliated companies relates to one foreign importer. The investment securities are resources which are invested in retirement benefit plans and time credit funds on the basis of the fiduciary agreement with Volkswagen Pension Trust e.V. (Wolfsburg). AUDI AG invests pension contributions for retirement benefits in the pension fund as well as contributions by employees under the plan, which provides for the conversion of gross pay into pension contributions. The time credit funds substantially comprise components of the employees’ pay which they have contributed to these funds.

Measurement principles Investments in affiliated companies, participating interests and investment securities are fundamentally measured at cost of purchase. Where impairment losses are likely to be permanent, they are depreciated to the lower fair value as of the balance sheet date. Non-interest-bearing and low-interest loans advanced are measured at present value on the basis of an arm’s length interest; other loans advanced are measured at their nominal value. Additions to investments in foreign currency are translated at the mean of the buying and selling rate on the day of the transaction.

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4 Inventories

EUR million Dec. 31, 2008 Dec. 31, 2007 Raw materials and supplies 216 217 Work in progress 286 240 Finished goods and merchandise 1,082 865 Payments on account 0 2 Total 1,584 1,324

Measurement principles Raw materials and supplies are recognized at the lower of the updated average cost of purchase or replacement value. Materials invoiced in foreign currencies are measured on the day of the transaction, at the mean of the buying and selling rate. Other costs of purchase and purchase cost reductions are taken into account. In the case of work in progress and finished goods, which are measured at cost of conversion, direct materials are also included on an average cost of purchase basis. The amounts presented also comprise productive wages, together with other costs that must be capitalized under tax law. Interest on borrowings is not included. Company cars are included under finished goods and are measured according to the expected depreciation and the likely useful life. Merchandise is measured at cost of purchase. Provision has been made for all discernible storage and inventory risks by way of value adjustments. In this connection, work in progress and finished goods, as well as merchandise, are measured loss-free as soon as the values derived from the sales market are lower than the amortized cost of purchase or cost of conversion.

5 Receivables and other assets

EUR million Dec. 31, 2008 Dec. 31, 2007 Trade receivables 603 652 of which due in more than one year 0 0 Receivables from affiliated companies 6,666 5,747 of which trade payables 886 810 Receivables from companies linked through participation 202 122 of which trade payables 195 122 Other assets 295 331 of which due in more than one year 76 65 of which to affiliated companies 115 96 Total 7,766 6,852

Measurement principles Receivables and other assets are recognized at their nominal value or at cost of purchase. Provision is made for discernible non-recurring risks and general credit risks in the form of appropriate value adjustments. Receivables in foreign currencies are measured at the mean of the buying and selling rate on the day of the transaction. Losses from lower exchange rates on the balance sheet date are taken into account.

6 Other securities This item comprises capital-market instruments and units in securities mutual funds.

Measurement principles Other securities are recognized at the lower of cost of purchase or fair value on the balance sheet date.

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7 Issued capital Financial Statements On December 31, 2008, the issued capital remained unchanged at EUR 110,080,000. It is of AUDI AG 268 Balance Sheet of AUDI AG divided into 43,000,000 no-par bearer shares. 269 Income Statement of AUDI AG

Notes to the Financial 8 Capital reserve Statements of AUDI AG The capital reserve contains shareholder contributions from the issuance of shares in the 270 Development of fixed assets company, as well as a cash injection by Volkswagen AG (Wolfsburg) in the 2008 fiscal year in the 2008 fiscal year 272 General comments on amounting to EUR 706 (428) million. the Balance Sheet and Income Statement 272 Notes to the Balance Sheet 9 Retained earnings 276 Notes to the On the balance sheet date, the legal reserve is EUR 131 (131) thousand, and the other retained Income Statement 279 Other particulars earnings amount to EUR 1,417 (1,417) million.

There has been no change in retained earnings as a result of the transfer of the entire profit for the 2008 fiscal year to Volkswagen AG (Wolfsburg).

10 Special items with an equity portion

EUR million Dec. 31, 2008 Dec. 31, 2007 Adjustment to the value of fixed assets in accordance with: Section 7 d of the German Income Tax Act (environmental protection) 1 1 Section 82 d of the German Income Tax Directive (research and development) 2 2 Section 6 b of the German Income Tax Act (transfer of capital gains) 8 8 Total 11 11

11 Provisions

EUR million Dec. 31, 2008 Dec. 31, 2007 Provisions for pensions and similar obligations 1,766 1,558 Tax provisions 0 0 Other provisions 6,104 5,513 Total 7,870 7,071

Other provisions relate mainly to warranty claims coverage, distribution costs and workforce- related costs, as well as to legal expenses and product liability risks. Provisions also exist for risks arising from pending transactions and from purchasing and development commitments.

Measurement principles The provisions are formed in accordance with sound business judgment. To this extent, they cover all risks arising from expected use. The defined provisions for pensions are determined on the basis of Section 6a of the German Income Tax Act in accordance with the discount value method, applying actuarial principles and using the 2005 G Reference Tables published by HEUBECK-RICHTTAFELN-GmbH. In fiscal 2008, discounting was based on an interest rate of 5.5 percent for the first time. A discount rate of 6.0 percent had been applied hitherto. This change in the interest rate, which takes account of current market developments, reduced the corporate result by EUR 110 million in the fiscal year. Provisions for service anniversary awards have been discounted at a rate of 5.5 percent, applying actuarial principles. Provisions for liabilities arising from partial retirement agreements are discounted at a real interest rate of 3.1 percent on the present value. Provisions for warranty claims coverage have been created on the basis of previous claims and estimated future risks incurred by vehicles sold.

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12 Liabilities

EUR million Remaining term Dec. 31, 2008 Dec. 31, 2007

Up to 1 year Over 5 years Total Advances received for orders from customers 5 – 5 5 Trade payables 1,438 – 1,438 942 Liabilities to affiliated companies 2,344 575 3,427 4,225 of which trade payables 216 – 216 425 Liabilities to companies linked through participation 14 – 14 37 of which trade payables 8 – 8 6 Other liabilities 283 84 411 387 of which taxes 105 – 105 94 of which relating to social insurance 17 15 45 47 Total 4,084 659 5,295 5,596

The medium-term liabilities amount to EUR 552 million. They include liabilities to affiliated companies amounting to EUR 508 million and other liabilities amounting to EUR 44 million. The other medium-term liabilities relate to the payroll amounting to EUR 31 million and liabilities in connection with social security amounting to EUR 13 million. Liabilities to employees from the partial retirement block model in the amount of EUR 94 (98) million that are included in other liabilities are secured by assignment of the company car fleet as collateral.

Measurement principles Liabilities are recognized at the amounts to be repaid. Liabilities in foreign currencies are measured at the mean of the buying and selling rate on the day of the transaction. Losses resulting from higher exchange rates on the balance sheet date are taken into account.

NOTES TO THE INCOME STATEMENT

13 Revenue

EUR million 2008 Share in % 2007 Share in % Germany 9,193 32.5 9,058 32.7 Rest of Europe 12,984 45.9 13,036 47.1 Asia-Pacific 3,208 11.3 2,601 9.4 North America 2,476 8.7 2,541 9.2 Africa 226 0.8 281 1.0 South America 216 0.8 176 0.6 Other countries 19,110 67.5 18,635 67.3 Total 28,303 100.0 27,693 100.0

The rise in revenue results from the increase in vehicle sales and the launch of new models. Vehicle business accounted for 89 (89) percent of revenue. The vehicle export business accounts for a share of 71 (71) percent. The Audi A4 and the Audi A6 are the highest-revenue models. Other revenue, comprising 11 (11) percent of total revenue, includes goods and services supplied to affiliated companies and other sales to third parties.

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14 Cost of sales Financial Statements Cost of sales includes the production costs of the products sold, as well as the purchase costs of of AUDI AG 268 Balance Sheet of AUDI AG merchandise sold. This item also comprises research and development costs, warranty costs and 269 Income Statement of AUDI AG adjustments to the value of inventories. Notes to the Financial Statements of AUDI AG 15 Distribution costs 270 Development of fixed assets Distribution costs substantially comprise expenses for marketing and sales promotion, in the 2008 fiscal year 272 General comments on advertising, public relations activities and outward freight. the Balance Sheet and Income Statement 272 Notes to the Balance Sheet 16 Other operating income 276 Notes to the Income Statement 279 Other particulars EUR million 2008 2007 Income from the reversal of special items with an equity portion 0 1 Dissolution of provisions 164 159 Other income 1,520 1,216 Total 1,684 1,376

Other income principally comprises income from rebilled costs, recourse actions and transactions in foreign currencies.

17 Other operating expenses Other operating expenses substantially comprise expenses for currency and commodity hedging transactions.

18 Investment result

EUR million 2008 2007 Income from profit transfer agreements 261 225 Income from investments 189 77 of which from affiliated companies 146 28

Expense from the transfer of losses – 62 – 38 Total 388 264

Income from profit transfer agreements, which relates substantially to quattro GmbH (Neckarsulm), Audi Vertriebsbetreuungsgesellschaft mbH (Ingolstadt), Audi Electronics Venture GmbH (Ingolstadt) and Audi Akademie GmbH (Ingolstadt), includes taxes passed on, which are contingent on profit. Income from investments comes substantially from the sale of AUDI DO BRASIL E CIA. (Curitiba, Brazil) and the profits of Volkswagen Logistics GmbH & Co. OHG (Wolfsburg) and FAW-Volkswagen Automotive Company, Ltd (Changchun, China). Expense from the transfer of losses relates to Audi Retail GmbH (Ingolstadt).

19 Net interest

EUR million 2008 2007 Other interest and similar income 386 295 of which from affiliated companies 241 248

Interest and similar expenses – 112 – 206

of which to affiliated companies – 111 – 206 Total 274 89

20 Depreciation of long-term investments and marketable securities The depreciation of long-term investments and marketable securities resulted from the lower fair values on the balance sheet date.

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21 Income tax expense Income tax expense includes taxes passed on by Volkswagen AG (Wolfsburg) on the basis of the single-entity relationship between the two companies for tax purposes, along with taxes owed by AUDI AG.

Other taxes The Other taxes item, amounting to EUR 28 (24) million, is allocated to cost of sales, distribution costs and general administrative expenses.

22 Profit transferred under a profit transfer agreement Pursuant to the profit transfer agreement, the amount of EUR 1,230 (1,412) million will be transferred to Volkswagen AG (Wolfsburg).

Factors influencing net profit for the year and future charges Expense to be allocated to other fiscal years amounts to EUR 104 (101) million; of this sum, allocations to provisions relating to prior periods account for EUR 20 (74) million. Income not allocable to the current period amounted to EUR 258 (204); this includes income from the dissolution of provisions amounting to EUR 164 (159) million.

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OTHER PARTICULARS Financial Statements of AUDI AG 268 Balance Sheet of AUDI AG Cost of materials 269 Income Statement of AUDI AG

Notes to the Financial EUR million 2008 2007 Statements of AUDI AG Cost of raw materials and supplies and purchased goods 17,347 16,676 270 Development of fixed assets Purchased services 1,593 1,828 in the 2008 fiscal year Total 18,940 18,504 272 General comments on the Balance Sheet and Income Statement 272 Notes to the Balance Sheet Personnel costs 276 Notes to the Income Statement 279 Other particulars EUR million 2008 2007 Wages and salaries 2,741 2,590 Social insurance and expenses for retirement benefits and support payments 714 609 of which for retirement benefits 282 187 Total 3,455 3,199

Total average number of employees for the year

2008 2007 Ingolstadt 32,603 31,369 Neckarsulm 13,486 13,329 Total 46,089 44,698 of which apprentices 1,991 2,002

Derivative financial instruments

Nature and extent

EUR million Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2008 Dec. 31, 2007

Nominal volumes Fair values Foreign exchange contracts 7,588 6,807 570 625 of which positive fair values 695 675

of which negative fair values – 125 – 50 Currency option transactions 4,980 2,414 438 175

Commodity futures 384 451 – 116 50 of which positive fair values 1 53

of which negative fair values – 117 – 3 Currency swaps – 0 – 0

Measurement methods The fair values of derivatives are determined on the basis of market data confirmed by banks.

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Balance Sheet items and carrying amounts Derivative financial instruments are included in the following Balance Sheet items:

EUR million Dec. 31, 2008 Dec. 31, 2007

Carrying Carrying Type Balance Sheet item amount amount Impending losses from foreign exchange contracts Liabilities to affiliated companies 125 47 Other provisions 0 3 Currency option premiums Receivables from affiliated companies 116 50 Impending losses from commodity futures Liabilities to affiliated companies 117 3

Currency hedging transactions are fundamentally performed by Volkswagen AG (Wolfsburg) on behalf of AUDI AG on the basis of an agency agreement.

Contingencies

EUR million Dec. 31, 2008 Dec. 31, 2007 Liabilities from guarantees and similar contingencies 42 38 Provision of collateral for outside liabilities 82 53

Other financial obligations Obligations not recognized on the Balance Sheet arising from multiple-year rental and leasing agreements amount to EUR 42 (33) million. Of this sum, EUR 2 (2) million relates to affiliated companies. The total of obligations arising from multiple-year rental and leasing agreements is broken down into the following terms: short-term, EUR 21 (18) million, medium-term, EUR 18 (14) million and long-term, EUR 3 (1) million. AUDI AG is liable in respect of its investments in commercial partnerships. Buy-back obligations exist from buy-back transactions with car rental companies in the amount of EUR 206 (199) million. Commitments arising under capital investment projects are well within the bounds of standard business practice.

Parent company Approximately 99.55 percent of the share capital of AUDI AG is owned by Volkswagen AG (Wolfsburg), with which a control and profit transfer agreement has been concluded. The Consolidated Financial Statements of the parent company are available from Volkswagen AG.

Auditor’s fees

EUR thousand 2008 2007 Auditing of the financial statements 576 382 Other certification or valuation services 113 90 Tax consultancy services 163 8 Other services 155 246 Total 1,007 726

Details relating to the Supervisory Board and Board of Management The members of the Board of Management and the Supervisory Board, together with details of their seats on other supervisory boards and regulatory bodies, are presented on the following pages. The remuneration paid to members of the Board of Management complies with the legal requirements of the German Stock Corporation Act as well as the recommendations and most of

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the suggestions of the German Corporate Governance Code. The overall remuneration comprises Financial Statements fixed and variable components. of AUDI AG 268 Balance Sheet of AUDI AG The fixed components assure a base remuneration that enables the member of the Board of 269 Income Statement of AUDI AG Management to execute his duties conscientiously and in the best interests of the company, Notes to the Financial without becoming dependent upon the attainment of short-term targets. Conversely, variable Statements of AUDI AG components that are contingent on the economic position of the Company reconcile the 270 Development of fixed assets interests of the Board of Management with those of the other stakeholders. in the 2008 fiscal year 272 General comments on Remuneration paid to the members of the Board of Management for the 2008 fiscal year the Balance Sheet and amounts to EUR 6,893 (4,614) thousand. Of this sum, fixed components account for Income Statement 272 Notes to the Balance Sheet EUR 2,758 (2,305) thousand and variable remuneration components account for 276 Notes to the EUR 4,135 (2,309) thousand. Income Statement 279 Other particulars Disclosure has not been made of the remuneration paid to each individual member of the Board of Management, by name, pursuant to Section 285, Sentence 1, No. 9a), Sentences 5 to 9 of the German Commercial Code, as the 2006 Annual General Meeting adopted a corresponding resolution that is valid for a period of five years. In addition to fixed payments in cash, there are varying levels of contributions in kind, including, in particular, the use of company cars. Each member of the Board of Management is paid a variable annual bonus. The variable bonus comprises annually recurring components that are linked to the Company’s economic success. It is largely based on the earnings achieved by the Company and its economic position. Stock options serve as variable remuneration components providing a long-term incentive. These options are based on the performance of Volkswagen ordinary shares. Since Volkswagen AG’s stock option plan was not extended beyond 2006, no further convertible bonds were issued in the 2008 fiscal year. Under certain circumstances, members of the Board of Management are entitled to retirement benefits and a disability pension. Payments to former members of the Board of Management or their surviving dependants amount to EUR 3,353 (1,777) thousand. The sum provisioned for pension obligations to former members of the Board of Management and their surviving dependants is EUR 19,360 (17,429) thousand. The basic features of the remuneration paid to members of the Supervisory Board are stipulated in Section 16 of the Articles of Incorporation and Bylaws. The overall remuneration comprises fixed and variable components. The level of the variable remuneration components is based on the compensatory payment made for the 2008 fiscal year in accordance with the applicable provision in the Articles of Incorporation and Bylaws. Remuneration paid to the Supervisory Board of AUDI AG is EUR 600 (558) thousand, of which EUR 193 (175) thousand represents fixed remuneration components and EUR 407 (383) thousand represents variable remuneration components. The employees’ elected representatives have stated that their remuneration as Supervisory Board members shall be paid to the Hans Böckler Foundation, in accordance with the guidelines of the German Confederation of Trade Unions.

Declaration of Compliance The Board of Management and Supervisory Board of AUDI AG submitted the declaration relating to the recommendations of the Government Commission on the German Corporate Governance Code on November 24, 2008, pursuant to Section 161 of the German Stock Corporation Act. The declaration was published on the Audi website at www.audi.de/cgk-erklaerung. An English translation of the Declaration of Compliance can be found at www.audi.com/cgk-declaration.

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Responsibility Statement

“Responsibility statement by the Management To the best of our knowledge, and in accordance with the applicable reporting principles for financial reporting, the Annual Financial Statements present a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and the Management Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of the Company.”

Ingolstadt, February 11, 2009

Board of Management

Rupert Stadler

Ulf Berkenhagen Michael Dick Frank Dreves

Peter Schwarzenbauer Axel Strotbek Dr. Werner Widuckel

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Mandates of the Board of Management

Status of all data: December 31, 2008

Rupert Stadler (45) Chairman of the Board of Management Mandate: MAN Aktiengesellschaft, Munich

Ulf Berkenhagen (47) Purchasing

Michael Dick (56) Technical Development

Frank Dreves (56) Production

Peter Schwarzenbauer (49) Marketing and Sales

Axel Strotbek (44) Finance and Organization

Dr. rer. pol. Werner Widuckel (50) Human Resources

In connection with their duties of group steering and governance, the members of the Board of Management in addition hold supervisory board seats at group companies and significant associated companies.

Membership of statutorily constituted domestic supervisory boards

284

Mandates of the Supervisory Board

Status of all data: December 31, 2008

Prof. Dr. rer. nat. Martin Winterkorn (61)* Chairman Chairman of the Board of Management of Volkswagen AG, Wolfsburg Mandates: FC Bayern München AG, Munich Infineon Technologies AG, Munich Salzgitter AG, Salzgitter TÜV Süddeutschland Holding AG, Munich

Berthold Huber (58) Deputy Chairman Chairman of the IG Metall trade union, Frankfurt Mandate: Siemens AG, Munich

Dr. rer. pol. h.c. Bruno Adelt (69) Former Member of the Board of Management of Volkswagen AG, Wolfsburg

Senator h.c. Helmut Aurenz (71) Owner of the ASB Group, Ludwigsburg Mandates: Automobili Lamborghini Holding S.p.A., Sant’Agata Bolognese, Italy Scania AB, Södertälje, Sweden

Heinz Eyer (51) Member of the Works Council of AUDI AG, Neckarsulm plant

Wolfgang Förster (57) Deputy Chairman of the Works Council of AUDI AG, Ingolstadt plant

Dr. rer. pol. h.c. Francisco Javier Garcia Sanz (51)* Member of the Board of Management of Volkswagen AG, Wolfsburg

Holger P. Härter (52) Deputy Chairman of the Board of Management of Porsche Automobil Holding SE, Stuttgart Deputy Chairman of the Board of Management of Dr. Ing. h.c. F. Porsche AG, Stuttgart Mandates: boerse-stuttgart AG, Stuttgart (Chairman) EUWAX AG, Stuttgart (Chairman) Volkswagen AG, Wolfsburg Porsche Cars Great Britain Ltd., Reading, Great Britain Porsche Cars North America Inc., Wilmington, United States Porsche Enterprises Inc., Wilmington, United States (Chairman) Porsche Financial Services, Inc., Wilmington, United States (Chairman) Porsche Ibérica S.A., Madrid, Spain Porsche Italia S.p.A., Padua, Italy Porsche Japan K.K., Tokyo, Japan

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Johann Horn (50) Chief Executive of the Ingolstadt office of the IG Metall trade union Mandate: Conti Temic microelectronic GmbH, Nuremberg

Peter Mosch (36) Chairman of the General Works Council of AUDI AG Mandate: Volkswagen AG, Wolfsburg

Wolfgang Müller (60) IG Metall trade union, Bavarian regional headquarters, Munich

Dr. rer. pol. Horst Neumann (59)* Member of the Board of Management of Volkswagen AG, Wolfsburg Mandate: Wolfsburg AG, Wolfsburg

Dr.-Ing. Franz-Josef Paefgen (62) Chairman and Chief Executive Bentley Motors Ltd., Crewe, Great Britain Mandates: ThyssenKrupp Technologies AG, Essen ZF Friedrichshafen AG, Friedrichshafen Automobili Lamborghini Holding S.p.A., Sant’Agata Bolognese, Italy Bugatti Automobiles S.A.S., Molsheim, France (Président) Bugatti International S.A., Luxembourg SEAT Sport S.A., Barcelona, Spain

Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piëch (71) Chairman of the Supervisory Board of Volkswagen AG, Wolfsburg Mandates: Dr. Ing. h.c. F. Porsche AG, Stuttgart MAN Aktiengesellschaft, Munich (Chairman) Porsche Automobil Holding SE, Stuttgart Volkswagen AG, Wolfsburg (Chairman) Porsche Ges.m.b.H., Salzburg, Austria Porsche Holding GmbH, Salzburg, Austria

Hans Dieter Pötsch (57)* Member of the Board of Management of Volkswagen AG, Wolfsburg Mandates: Allianz Versicherungs-AG, Munich Bizerba GmbH & Co. KG, Balingen

Norbert Rank (53) Chairman of the Works Council of AUDI AG, Neckarsulm plant Mandate: Volkswagen Pension Trust e.V., Wolfsburg

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Jörg Schlagbauer (31) Member of the Works Council of AUDI AG, Ingolstadt plant

Max Wäcker (54) Member of the Works Council of AUDI AG, Ingolstadt plant

Hubert Waltl (50) Head of Toolmaking, AUDI AG Mandate: Audi Tooling Barcelona, S.L., Barcelona, Spain (Chairman)

Dr.-Ing. Wendelin Wiedeking (56) Chairman of the Board of Management of Porsche Automobil Holding SE, Stuttgart Chairman of the Board of Management of Dr. Ing. h.c. F. Porsche AG, Stuttgart Mandates: Volkswagen AG, Wolfsburg Novartis AG, Basel, Switzerland Porsche Cars Great Britain Ltd., Reading, Great Britain Porsche Cars North America Inc., Wilmington, United States (Chairman) Porsche Enterprises Inc., Wilmington, United States Porsche Ibérica S.A., Madrid, Spain Porsche Italia S.p.A., Padua, Italy Porsche Japan K.K., Tokyo, Japan

Retired from the Supervisory Board:

Dr. rer. pol. Thomas R. Fischer (61), Effective May 7, 2008

Dr. jur. Claus Helbig (67), Effective May 7, 2008

Dr. rer. pol. Axel Freiherr von Ruedorffer (67), Effective May 7, 2008

* In connection with his duties of Group steering and governance within the Volkswagen Group, this member of the Supervi- sory Board additionally holds further non-executive directorships at Group companies and significant associated companies.

Membership of statutorily constituted domestic supervisory boards Group mandates to statutorily constituted supervisory boards Membership of comparable domestic and foreign regulatory bodies

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Auditor’s Report

This report was originally prepared in the German language. In case of ambiguities the German version shall prevail:

“Auditor’s Report We have audited the annual financial statements, comprising the balance sheet, the income statement and the notes to the financial statements, together with the bookkeeping system, and the management report of AUDI AG for the business year from January 1 to December 31, 2008. The maintenance of the books and records and the preparation of the annual financial statements and management report in accordance with German commercial law are the responsibility of the Company’s Board of Managing Directors. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system, and the management report based on our audit.

We conducted our audit of the annual financial statements in accordance with § (Article) 317 HGB (“Handelsgesetzbuch”: German Commercial Code) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and per- form the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with (German) principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal envi- ronment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by the Company’s Board of Managing Directors, as well as evaluating the overall presentation of the annual financial statements and management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion based on the findings of our audit, the annual financial statements comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with (German) principles of proper accounting. The management report is consistent with the annual financial statements and as a whole provides a suitable view of the Company’s position and suitably presents the opportunities and risks of future development.”

Munich, February 11, 2009

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft

Franz Wagner Petra Justenhoven Wirtschaftsprüfer Wirtschaftsprüferin

288

Statement of Interests held by AUDI AG and the Audi Group

according to Sections 285 and 313 of the German Commercial Code (HGB) at December 31, 2008

Capital share held by Name and registered office of company AUDI AG in % Equity Profit 1)

direct indirect EUR million EUR million I. Parent company AUDI AG, Ingolstadt

II. Affiliated companies A. Fully consolidated companies 1. Germany Audi Retail GmbH, Ingolstadt 100.00 59 – 2) Audi Zentrum Berlin-Charlottenburg GmbH & Co. KG, Berlin 100.00 2 2 Audi Zentrum Hamburg GmbH, Hamburg 100.00 13 – 2)

Audi Zentrum Hannover GmbH, Hanover 100.00 1 – 1 Audi Vertriebsbetreuungsgesellschaft mbH, Ingolstadt 100.00 0 – 2) quattro GmbH, Neckarsulm 100.00 0 – 2) 2. Other countries Audi Australia Pty Ltd., Botany (Australia) 100.00 34 2 Audi Brasil Distribuidora de Veículos Ltda., São Paulo (Brazil) 100.00 4 0 AUDI HUNGARIA MOTOR Kft., Győr (Hungary) 100.00 4,330 520

Audi Japan K.K., Tokyo (Japan) 100.00 47 – 4 Audi Volkswagen Korea Ltd., Seoul (South Korea) 100.00 10 2 Audi Volkswagen Middle East FZE, Dubai (United Arab Emirates) 100.00 22 9 Automobili Lamborghini Holding S.p.A., Sant’Agata Bolognese (Italy) 100.00 806 42 Automobili Lamborghini S.p.A., Sant’Agata Bolognese (Italy) 100.00 376 20 Lamborghini ArtiMarca S.p.A., Sant’Agata Bolognese (Italy) 100.00 14 3 MML S.p.A., Sant’Agata Bolognese (Italy) 100.00 6 1 VOLKSWAGEN GROUP ITALIA S.P.A., Verona (Italy) 100.00 292 29

VOLKSWAGEN GROUP FIRENZE S.P.A., Florence (Italy) 100.00 5 – 2 AUDI BRUSSELS S.A./N.V., Brussels (Belgium) - - 227 21 4) Audi Canada Inc., Ajax (Canada) - - 1 2 4) 6) Audi of America, LLC, Herndon, Virginia (USA) - - 68 45 4)

B. Non-consolidated companies 1. Germany Audi Akademie GmbH, Ingolstadt 100.00 2 – 2) Audi Qualifizierungsgesellschaft mbH, Ingolstadt 100.00 0 – 2) Audi Electronics Venture GmbH, Gaimersheim 100.00 13 – 2) AUDI Immobilien GmbH & Co. KG, Ingolstadt 100.00 0 0 AUDI Immobilien Verwaltung GmbH, Ingolstadt 100.00 0 0 Audi Zentrum Leipzig GmbH, Leipzig 100.00 1 – 2) Audi Zentrum Berlin-Charlottenburg Verwaltungs-GmbH, Berlin 100.00 0 0 Audi Zentrum Frankfurt GmbH, Frankfurt 100.00 8 – 2) Audi Zentrum Stuttgart GmbH, Stuttgart 100.00 7 – 2) Auto Union GmbH, Ingolstadt 100.00 0 – 2) CC WellCom GmbH, Potsdam 100.00 1 1 2) 7) NSU GmbH, Neckarsulm 100.00 0 – 2) Fahr- und Sicherheitstraining FuS GmbH, Ingolstadt 27.45 0 1 Volkswagen Logistics GmbH & Co. OHG, Wolfsburg 19.00 1 202

289

Capital share held by Name and registered office of company AUDI AG in % Equity Profit 1)

direct indirect EUR million EUR million 2. Other countries Audi Akademie Hungaria Kft., Győr (Hungary) 100.00 0 0 AUDI AUSTRALIA RETAIL OPERATIONS PTY LTD, Botany (Australia) 100.00 1 0 Audi Japan Sales K.K., Tokyo (Japan) 100.00 1 1 3) 6) Audi Real Estate S.L., El Prat de Llobregat (Spain) 100.00 14 0 6) 8) AUDI SINGAPORE PTE. LTD., (Singapore) 100.00 3 – 9) AUDI TAIWAN CO., LTD., Taipei (Taiwan) 100.00 2 0 9) Audi Tooling Barcelona, S.L., Barcelona (Spain) 100.00 2 0 6) Centro Usato Sangallo S.r.l., Florence (Italy) 100.00 0 0 PUTT ESTATES (PROPRIETARY) LIMITED, Upington (South Africa) 100.00 0 0 3) SOCIETE IMMOBILIERE AUDI SARL, Paris (France) 100.00 18 0 VOLKSWAGEN GROUP MILANO S.R.L., Milan (Italy) 100.00 1 0 NIRA Dynamics AB, Linköping (Sweden) 90.69 4 0 6) 6) Volkswagen Group Singapore Pte. Ltd., (Singapore) 49.00 5 – 1 Automobili Lamborghini America, LLC, Wilmington, Delaware (USA) - - 0 0 4)

III. Associated companies 1. Germany 2. Other countries FAW-Volkswagen Automotive Company, Ltd., Changchun (China) 10.00 1,523 607 5)

IV. Participating interests 1. Germany August Horch Museum Zwickau GmbH, Zwickau 50.00 1 0 6) LGI Logistikzentrum im Güterverkehrszentrum Ingolstadt Betreibergesellschaft mbH, Ingolstadt 50.00 2 0 6) Entity Audi Zentrum Berlin-Charlottenburg Verwaltungsgesellschaft mbH, Berlin 50.00 0 0

Special-purpose entity Audi Zentrum Berlin-Charlottenburg mbH & Co. KG, Berlin 50.00 6 – 9 PMDTechnologies GmbH, Siegen 50.00 7 0 GIF Gewerbe- und Industriepark Bad Friedrichshall GmbH, Bad Friedrichshall 30.00 2 0 6) MOST Cooperation GbR, Karlsruhe 20.00 0 0 6) PDB-Partnership for Dummy Technology and Biomechanics (GbR), Ingolstadt 20.00 0 0 6) GVZ Konsolidierungszentrum Betreibergesellschaft mbH, Ingolstadt 16.61 2 0 6) Abgaszentrum der Automobilindustrie GbR, Weissach 12.50 0 0 6) Gemeinnützige Wohnungsbau-Gesellschaft Ingolstadt GmbH, Ingolstadt 10.02 59 2 6) 2. Other countries 6) TTTech Computertechnik AG, Vienna (Austria) 24.99 24 – 1

1) Based on the individual financial statements in accordance with national law; profit after tax 2) Profit transfer agreement 3) Divergent fiscal year 4) AUDI AG exercises control pursuant to IAS 27.13, Sentence 2 5) Figures pursuant to IFRS 6) 2007 fiscal year 7) Suspension of profit transfer, and transfer to retained earnings 8) Abridged fiscal year, established in 2007 9) Abridged fiscal year, established in 2008